Providing comprehensive legal counsel to business organizations of all sizes from small privately held organizations to large established entities, our legal professionals are Seattle's leading business formation and governance resource.

The creditor-debtor attorneys at MPBA provide legal services for commercial creditors and debtors, including out-of-court workouts and receivership. We represent businesses, banks, credit unions, loan servicers and other commercial creditors in the collection of debts as well as the enforcement of creditor rights and remedies.

The dispute resolution attorneys at MPBA are experienced in the procedures and nuances of the various methods of dispute resolution available to clients. They are skilled negotiators and exceptional legal strategists versed in making claims, arguing cases, and navigating the methods and procedures of each avenue.

MPBA represents employers in both the public and private sectors, as well as individual employees. In addition to litigating, mediating, and arbitrating employment-related claims, we provide drafting and advisory services, with an eye toward avoiding litigation.

The estate planning team at MPBA provides comprehensive services for individuals at all stages of life in all aspects of estate planning.

We have extensive experience in the laws relating to product sales, distribution and franchising.

MPBA represents many types of health care organizations and medical and dental providers, with particular emphasis on health care regulation, health care business and licensing and disciplinary actions.

MPBA advises, participates in negotiations, and litigates to insure that all available sources of insurance coverage and recovery are utilized to solve problems faced by our clients.

MPBA's Washington trial attorneys represent clients in all types of business, real estate and personal civil disputes in all state and federal courts at the trial and appellate levels. Our goal is to obtain the best possible result for our clients for a reasonable fee.

MPBA provides a broad range of services to such municipal clients as school districts and a major housing authority.

MPBA’s experienced team of trust and estate litigators seeks cost-effective solutions to the unique challenges arising in this area. MPBA's team has a strong knowledge of the legal tools available, and the ability to use those tools efficiently to produce results.

Ms. Brockman advises clients in all aspects of real estate transactions including buying, selling, leasing, boundary and title issues; title insurance; development; and management.

Luke Campbell is a leading Seattle business, real estate, and civil litigation attorney, with significant experience in landlord-tenant law. He has represented local and national retail clients in dozens of landlord-tenant disputes and has also represented individual property owners in fair housing and discrimination claims.

Drew's practice emphasizes general business litigation. His legal experience and academic background provide him with the skills to handle a wide range of business matters. Clients benefit from his energetic, innovative and effective approach in representing their interests.

Mr. Easter represents clients in a wide range of real estate, construction and general business litigation. The emphasis in Scott's litigation practice is upon realistic initial assessment of the client's legal position and options, together with focused attempts to settle while maximum saved litigation costs can be applied to a solution of the underlying problem.

Scott's practice emphasizes civil litigation and alternative dispute resolution for business and municipal clients. Scott also provides counsel to clients on litigating real-estate matters, fiduciary-related matters, as well as insurance coverage matters. He has litigated a broad range of civil matters in state and federal courts and in mediation, arbitration, and administrative forums.

Jay’s practice focuses on commercial and general civil litigation with an emphasis on employment, real estate, contract, and fiduciary-related matters.

Bill Goodwin retired after nearly 50 years at Montgomery Purdue, during which he principally handled complex business transactions in the areas of corporate, commercial and real estate law.

Mr. Gossler concentrates his practice in Commercial Litigation and Bankruptcy/Creditor-Debtor Law. He also represents both debtors and creditors in bankruptcy cases and related bankruptcy litigation.

Ms. Hughes' practice encompasses business counseling and dispute resolution primarily for clients engaged in franchising, product manufacturing, selling and distribution, licensing and construction, including on-going advice on employment law and a wide range of transactional subjects.

Mr. Hurst brings to the table the kind of sophistication and experience necessary to structure and negotiate a successful joint venture.

Michelle Kierce is a devoted attorney whose practice is focused on commercial and general civil litigation, with an emphasis in construction, contract, real estate, and business disputes.

Kristi O’Brien is a leading Seattle business attorney and health care lawyer. Kristi’s practice is primarily in the area of business transactions and real estate transactions involving corporations and medical practitioners.

Aided by a diverse background in commercial law, Mr. Péwé counsels clients in all aspects of their businesses, from day-to-day operations to long-range planning, including leasing, purchase and sale transactions, supplier contracts, franchise contracts and employee relations.

Josh Pope advises clients in all aspects of real estate and business transactions.

Mr. Reed’s practice focuses on commercial and corporate transactions and litigation with experience in real estate law and landlord-tenant issues.

Tammy Roe practices in the area of labor and employment law, advising employers regarding wage and hour issues, discipline and discharge, insurance coverage, construction and enforceability of employment contracts, employee policy manuals and covenants not to compete, as well as a myriad of other issues.

Mr. VandenBerghe practices commercial and general civil litigation.

Jim holds an advanced degree in taxation and has extensive experience in federal tax planning, return preparation, and problem resolution involving the Internal Revenue Service. He assists clients in the areas of estate planning, probate and trust administration, corporate and limited liability company formation and planning, as well as all areas of tax law.

Important Issues to Consider Before Entering into a Commercial Sublease

A properly structured sublease can be a prudent strategy in a commercial lease transaction. However, if poorly drafted, a sublease can unnecessarily expose all three parties (the landlord, tenant and subtenant) to unforeseen liabilities and risks.

Before entering into a sublease, the parties should carefully review the master lease agreement to determine (among other things):

Whether the prior consent of the landlord is required;

If the subtenant’s proposed use of the space is a permitted use under the master lease;

If any additions or improvements to the space made by the subtenant become the property of the landlord upon termination or expiration of the sublease;

Whether all terms and conditions of the master lease are automatically incorporated into the sublease; and

If the master lease requires the payment to the landlord of a fee (often between $1,000 and $2000) to reimburse the landlord for its legal and accounting fees incurred in its review of a sublease request.

A typical commercial lease will either provide the landlord with the right to withhold its consent to a sublease in its sole discretion, or will more commonly provide that the landlord may not unreasonably withhold its consent. While such a “reasonableness” standard is admittedly vague, it is fact specific analysis which commonly takes into account a number of factors, including the financial strength, experience and reputation of the proposed subtenant, whether the tenant is otherwise in good standing under the master lease, and whether the subtenant’s proposed use is both permitted under the master lease and a good fit for the building’s tenant mix.

As the subtenant does not have “privity of contract” with the landlord, the continued validity of the sublease is often expressly tied to the existence of the master lease (i.e., if the master lease terminates, so does the sublease).

A savvy subtenant could request that the landlord agree in its consent to:

Allow the subtenant to remain in possession if the master lease is terminated due to a tenant default;

Require the landlord to provide the subtenant with copies of any default notices sent to the tenant and give the subtenant the right (but not the obligation) to cure the tenant’s default; and/or,

Prohibit the landlord and tenant from materially amending the master lease without the subtenant’s prior consent.

The tenant and proposed subtenant should also review the master lease to determine whether the landlord has the right to “recapture” the leased space rather than reject or approve the proposed sublease, and to also confirm whether the landlord has the right to collect from the tenant any funds received from the subtenant over and above the amount the tenant is required to pay under the master lease.

The items discussed above are but a few of the many complex issues to be addressed when negotiating a commercial sublease agreement. If you have questions regarding commercial lease or sublease matters, please contact Joshua Pope or another attorney in MPBA’s Real Estate Department.

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